Pertemuan 8
Corporations: Organization and
Capital Stock Transaction
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Tujuan Instruksional Khusus
• Mahasiswa dapat menjelaskan tentang
perusahaan yang go public dan perseroan yang
tidak atau belum go public. (C2)
• Mahasiswa dapat menjelaskan hal-hal yang
terkait dengan Laba di tahan (Retained
Earning). (C2)
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Accounting Principles, 7th Edition
Weygandt • Kieso • Kimmel
Chapter 14
CORPORATIONS:
Organization and Capital
Stock Transactions
Prepared by Naomi Karolinski
Monroe Community College
and
Marianne Bradford
Bryant College
3
John Wiley & Sons, Inc. © 2005
The Corporate Form
of Organization
• Corporation
– entity created by law
– separate and distinct from its owners
– continued existence is dependent upon the
statutes of the state in which it is incorporated
• Two common bases for
classification of
corporations are:
1) by purpose
2) by ownership
4
Classifications of
Corporations
• Purpose
– to earn a profit
– or nonprofit
• Classification by ownership
– publicly-held corporations
– privately held corporations
5
Classification of Corporations
• Publicly-held corporations
– may have thousands of stockholders
– stock is regularly traded on a national securities
exchange.
• Privately-held corporations
– often referred to as closely held corporations,
usually have only a few stockholders
– does not offer its stock for sale
to the general public
6
Characteristics of a Corporation
• Separate legal existence from its owners
• Stockholders have limited liability
• Ownership held in shares of capital stock
– transferable units.
• Ability to acquire capital through the
issuance of stock
• Continuous life
7
Characteristics of a Corporation
• Corporate management
– is at the discretion of the board of directors who are
elected by the stockholders
• Subject to numerous government
regulations
• Must pay an income tax on its earnings
• Stockholders required to pay
taxes on the dividends they
receive: the result is double taxation
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Corporation Organization
Chart
Stockholders
Board of
Directors
President
Corporate
Secretary
VicePresident
Marketing
Treasurer
VicePresident
Finance
VicePresident
Production
Controller
VicePresident
Personnel
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Advantages and Disadvantages of a
Corporation
Advantages
Disadvantages
Separate legal existence
Limited liability of
stockholders
Corporation managementseparation of ownership and
management
Transferable ownership
rights
Government regulations
Ability to acquire capital
Additional taxes
Continuous life
Corporation management –
professional managers
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Forming a Corporation
1) File application with the Secretary of State
in the state in which incorporation is desired
2) Articles of Incorporation
charter creates the corporation
3) By-laws
establishes the internal rules and procedures for
conducting the affairs of the corporation and
indicate the powers of parties involved
11
Organization Costs
• Costs incurred in forming a corporation
• Includes legal fees, state fees and
promotional expenditures
• Expensed as incurred since it is so
difficult to determine the amount and
timing of future benefits.
12
Ownership Rights of
Stockholders
1)
Vote
2)
Share in corporate earnings through the
receipt of dividends
Preemptive right
maintain the same percentage ownership
when additional shares of common
Residual claim
3)
4)
Share in assets upon liquidation
13
Ownership Rights of
Stockholders
14
A Stock Certificate
15
Stock Issue Considerations
Authorized Stock
Authorized stock
– amount of stock a corporation is allowed to sell as
indicated by its charter
•The authorization of capital stock
does not result in a formal
accounting entry. This event has no
immediate effect on either
corporate assets or
stockholders’ equity.
16
Stock Issue Considerations
Issuance of Stock
A corporation can issue common stock
directly to investors or indirectly through
an investment banking firm (brokerage
house).
– Direct issue is typical in closely held
companies.
– Indirect issue is customary for a
publicly held corporation.
• In an indirect issue, the investment banking firm
may agree to underwrite the entire stock issue.
17
Stock market price
information
• Publicly held companies
– traded on organized exchanges
– dollar prices per share are established by the
interaction between buyers and sellers
• The prices set by the marketplace generally
follow the trend of a company’s earnings
and dividends.
• A recent listing for PepsiCo is shown
below:
Stock Volume High Low Close Net Change
PepsiCo 2,942.4m 48.88 47.31 47.5
-1.19
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Par Value & No-Par Value Stock
• Par value stock
– capital stock that has been assigned a value per share
in the corporate charter
– represents the legal capital per share that must be
retained in the business for the protection of corporate
creditors
• No-par stock
– capital stock that has not been assigned a value in the
corporate charter
In many states the board of directors can
assign a stated value to the shares
which
then becomes the legal
capital per share.
When there is no assigned stated value, the
entire proceeds are considered to be legal
capital.
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Relationship of Par and No-par
Value Stock to Legal Capital
Stock
Legal Capital per Share
Par value
No-par value with stated value
No-par value without stated value
Par value
Stated value
Entire proceeds
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Corporate Capital
• Stockholders’ equity, share-holders’ equity, or
corporate capital.
– Owner’s equity in a corporation
• Stockholders’ equity section of a corporation’s
balance sheet
Paid-in (contributed) capital –
Total amount of cash and other assets paid in to the
corporation by stockholders in exchange for capital
stock.
Retained earnings
Net income that is retained in a corporation.
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Retained Earnings
Retained earnings is net income that is retained in the
corporation. Net income is recorded in Retained Earnings
by a closing entry in which Income Summary is debited and
Retained Earnings is credited. For example, if net income
for Delta Robotics is $130,000 in its first year of operations,
the closing entry is:
Account Titles and Explanation
Debit
Credit
130,000
Income Summary
Retained Earnings
130,000
(To close income summary and transfer
net income to retained earnings)
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Stockholders’ Equity Section
If Delta Robotics has a balance of $800,000 in
common stock at the end of its first year,
its stockholders’ equity section is as follows:
Delta Robotics
Balance Sheet (partial)
From
Stockholders’ equity
Paid-in capital
previous
$800,000
Common stock
slide
130,000
Retained earnings
TotalTotal
Stockholders’
equity
stockholders’
equity$930,000
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Comparison of Owners’ Equity
Accounts
24
Stockholders have all of the
following rights except to:
• Share corporate earnings through receipt
of dividends.
• Vote for the corporate officers.
• Keep the same percentage ownership
when new shares of stock are issued.
• Share in assets upon liquidation.
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Stockholders have all of the
following rights except to:
• Share corporate earnings through receipt
of dividends.
• Vote for the corporate officers.
• Keep the same percentage ownership
when new shares of stock are issued.
• Share in assets upon liquidation.
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Common Stock Issues
The primary objectives in accounting for
the issuance of common stock are:
(1) to identify the specific sources of paidin capital
(2) to maintain the distinction between paidin capital and retained earnings.
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Issuing Par Value Common
Stock for Cash
When the issuance of common stock for cash is
recorded, and the issue price is the same as the
par value of the stock, the par value of the shares
is credited to Common Stock and debited to Cash.
If Hydro-Slide, Inc. issues 1,000 shares of $1 par value common
stock at par for cash, the entry to record this transaction is:
Account Titles and Explanation
Cash
Common Stock
(To record issuance of 1,000 shares
of $1 par common stock at par)
Debit
Credit
1,000
1,000
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Issuing Par Value Common
Stock for Cash
When the issuance of common stock for cash is
recorded, and the par value of the shares is NOT
the same as the cash price, the par value is
credited to Common Stock, and the portion of the
proceeds that is above or below par value is
recorded in a separate paid-in-capital account.
Account Titles and Explanation
Cash
Common Stock
Paid-in capital in Excess of Par Value
(To record issuance of 1,000 shares of
Common stock in excess of par)
Debit
Credit
5,000
1,000
4,000
29
Stockholders’ Equity -paid-in-capital in
Excess of Par Value
The total paid-in-capital from these transactions is $6,000,
and the legal capital is $2,000. If Hydro-Slide, Inc. has
retained earnings of $27,000, the stockholders’ equity
section is as follows:
Hydro-Slide, Inc.
Balance Sheet (partial)
Stockholders’ equity
Paid-in-capital
Common Stock
Paid-in-capital in excess of par value
Total paid-in-capital
Retained earnings
Total stockholders’ equity
$2,000
4,000
6,000
27,000
$33,000
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Issuing No-Par Common Stock
for Cash
When no-par common stock has a stated value, the stated
value is credited to Common Stock. When the selling price
exceeds the stated value, the excess is credited to Paid-in
Capital in Excess of Stated Value.
Assume that instead of $1 par value stock, Hydro-Slide
Inc. has $5 stated value no-par stock and the company
issues 5,000 shares at $8 per share for cash. The entry is:
Account Titles and Explanation
Cash
Common Stock
Paid-in capital in Excess of Stated Value
(To record issuance of 5,000 shares of
$5 stated value no-par stock)
Debit Credit
40,000
25,000
15,000
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Issuing No-Par Common Stock
for Cash
When no-par stock does not have a stated
value, the entire proceeds from the issue are
credited to Common Stock.
If Hydro-Slide Inc. does not assign a stated value to
its no-par stock, the issuance of the 5,000 shares at
$8 per share for cash if recorded as follows:
Account Titles and Explanation
Cash
Common Stock
(To record issuance of 5,000
shares of no-par stock)
Debit
Credit
40,000
40,000
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Issuing Common Stock for
Services or Noncash Assets
• Issued for services
– Ex. compensation to attorneys or
consultants, or for noncash assets, such
as land
• Common stock issued for services or
non-cash assets
– Cost is either the fair market value of the
consideration given up, or the
consideration received, whichever is more
clearly determinable.
33
Issuing Common Stock for
Services or Noncash Assets
Athletic Research Inc. is a publicly held corporation. Its $5
par value is actively traded at $8 per share. The company
issues 10,000 shares of stock to acquire land recently
advertised for sale at $90,000. The most clearly evident
value is the MARKET VALUE of the consideration given,
which is $80,000.
Account Titles and Explanation
Land
Common Stock
Paid-in capital in Excess of Par Value
(To record issuance of 10,000
shares of $5 par value stock for
Debit
80,000
Credit
50,000
30,000
land)
NOTE: The par value of the stock is NEVER a factor in determining
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the cost of the assets received.
shares of $10 par value common
stock at $12 per share. In
recording the transaction, credits
are made to:
• a. Common Stock $10,000 and Paid-in
Capital in Excess of Stated Value $2,000.
• b. Common Stock $12,000.
• c. Common Stock $10,000 and Paid-in
Capital in Excess of Par Value $2,000.
• d. Common Stock $10,000 and Retained
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Chapter 14
Earnings $2,000.
shares of $10 par value common
stock at $12 per share. In
recording the transaction, credits
are made to:
• a. Common Stock $10,000 and Paid-in
Capital in Excess of Stated Value $2,000.
• b. Common Stock $12,000.
• c. Common Stock $10,000 and Paid-in
Capital in Excess of Par Value $2,000.
• d. Common Stock $10,000 and Retained
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Chapter 14
Earnings $2,000.
Treasury Stock
Corporation's own stock that has been
issued, fully paid for, and reacquired but
not retired. Why???
1) To reissue the shares to officers or
employees
2) To increase trading thereby enhancing
market value
3) To have additional shares available for
use in acquisitions of other companies 37
Treasury Stock
Continued:
4) To reduce the number of shares
outstanding and
thereby increase earnings per share
5) To rid the company of disgruntled
investors, perhaps to avoid a takeover
38
Stockholders’ Equity with No Treasury
Stock
Before the purchase of the treasury stock, the
stockholders’ equity is as follows:
Mead, Inc.
Balance Sheet (partial)
Stockholders’ equity
Paid-in capital
Common stock, $5 par, 10,000 shares
Issued and outstanding
Retained earnings
Total stockholders’ equity
$ 500,000
200,000
$ 700,000
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Purchase of Treasury Stock
Under the cost method, Treasury Stock is debited for the
price paid for the shares. The same amount is credited to
Treasury Stock when the shares are disposed of.
If Mead, Inc. has 100,000 shares of $5 par value
common stock outstanding (all issued at par value) and
it decides to acquire 4,000 shares of its stock at $8 per
share, the entry is:
Account Titles and Explanation
Debit
Treasury Stock
Cash
(To record purchase of 4,000 shares
of treasury stock at $8 per share)
32,000
Credit
32,000
40
Stockholders’ Equity With Treasury
Stock
The stockholders’ equity section of Mead, Inc.
after purchase of treasury stock is as follows:
Mead, Inc.
Balance Sheet (partial)
Stockholders’ equity
Paid-in capital
Common stock, $5 par, 100,000 shares issued
and 96,000 shares outstanding
Retained earnings
Total paid-in capital and retained earnings
Less: Treasury stock (4,000 shares)
Total stockholders’ equity
$500,000
200,000
700,000
32,000
$668,000
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The acquisition of treasury stock REDUCES stockholders’ equity.
Disposal of Treasury Stock
Treasury Stock resold
– Selling price of the shares is greater than cost
• the difference is credited to Paid-in Capital from
Treasury Stock
– Selling price is less than cost
• the excess of cost over selling price is usually debited
to Paid-in Capital From Treasury Stock
– When there is no remaining balance in Paid-in
Capital From Treasury Stock, the
remainder is
debited to Retained
Earnings.
42
Sale of Treasury Stock Above
Cost
Assume that 1,000 shares of treasury stock of
Mead, Inc., previously acquired at $8 per share,
are sold at $10 per share on July 1. The entry is:
Account Titles and Explanation
Cash
Treasury Stock
Paid-in capital from Treasury Stock
(To record sale of 1,000 shares of
Treasury stock above cost)
Debit
10,000
Credit
8,000
2,000
Note: The $2,000 credit in the entry would not be considered
a Gain on Sale of Treasury Stock
43
Sale of Treasury Stock
Below Cost
Assume instead that Mead, Inc. sells an additional
800 shares of treasury stock on October 1 at $7 per
share, the entry is:
Date
Account Titles and Explanation
5,600Debit
800
Oct. 1 Cash
Paid-in Capital from Treasury Stock
Treasury Stock
(To record sale of 800 shares
of treasury stock below cost)
Credit
6,400
When treasury stock is sold below its cost, the
excess of cost over selling price is usually debited
to Paid-in Capital from Treasury Stock.
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Preferred Stock
• Contractual provisions give it priority over
common stock in certain areas:
1) distribution of earnings
2) assets in the event of liquidation.
• usually do not have voting rights
• shown first in the stockholders' equity
section
• identified separately from other stock and
paid in capitals.
45
Dividend Preferences
Cumulative Dividend
• Cumulative dividend
– preferred stockholders must be paid both
current and prior year dividends before
common stockholders receive any dividends
• Dividends in arrears
– preferred dividends not declared in a given
period
– not considered a liability, but the amount of the
dividends in arrears should be disclosed in the
notes to the financial statements
46
Dividend Preferences
47
Computation of Total Dividends to
Preferred Stock
If Scientific-Leasing has 5,000 shares of 7%, $100 par value
cumulative preferred stock outstanding, then the annual
dividend is $ 35,000 (5,000 shares x $7 per share). If
dividends were two years in arrears, preferred stockholders
are entitled to receive the following before any dividends are
paid to common stockholders.
Dividends in arrears ($35,000 x 2)
Current-year dividends
$ 70,000
35,000
Total preferred dividends
$105,000
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Stockholders’ Equity Presentation
and Analysis
• Stockholders’ equity section of the balance
sheet
– paid-in capital and retained earnings are
reported
– specific sources of paid-in capital are
identified
• Paid-in capital
– Capital stock
– Additional paid-in capital
• Paid-in capital is sometimes called
contributed capital.
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Stockholders’ Equity Presentation
Connally Inc.
Balance Sheet (partial)
Stockholders’ equity
Paid-in capital
Capital Stock
9% preferred stock, $100 par value, callable at $120, cumulative,
10,000 shares authorized, 6,000 shares Issued and outstanding
$
Common Stock, no par, $5 stated value, 500,000 shares authorized,
400,000 shares issued, and 390,000 outstanding
Additional paid-in capital
In excess of par value-preferred stock
In excess of par value-common stock
From treasury stock
Total additional paid-in capital
Total paid-in capital
Retained Earnings
Total paid-in capital and retained earnings
Less: Treasury stock-common (10,000 shares at cost)
Total stockholders’ equity
600,000
2,000,000
$ 30,000
860,000
140,000
1,030,000
3,630,000
1,058,000
4,688,000
50
80,000
$4,608,000
Published Stockholders’
Equity Section
KELLOGG COMPANY
Balance Sheet (partial)
(in millions, except per share data)
Stockholders’ equity
Common stock $.0.25 par value,
1,000,00,000,000 shares authorized
Issued: 415,343 shares
Capital in excess of par value
Retained earnings
Treasury stock, at cost
7,598,923 shares
Accumulated other comprehensive income
Total stockholders’ equity
$ 104.1
49.9
1,873.0
(278.2)
(853.4)
$ 895.4
51
Book Value Per Share Formula
• Represents the equity a common
stockholder has in the net assets of the
corporation from owning one share of stock
• Formula for computing book value per
share
– If corporation has only one class of stock is:
Total
Stockholders’
Equity
/
Number of
Common
Shares
Outstanding
=
Book
Value
per Share
52
Book Value versus
Market Value
• Book value per share
– based on recorded costs
• Market value per share
– reflects subjective judgments of thousands of
stockholders and prospective investors about the
company’s potential for future earnings and dividends
– may exceed book value per share, but that fact does
not necessarily mean that the stock is overpriced
53
Book and Market Values Compared
The correlation between book value and
the annual range of a company’s market
value per share is often remote, as
indicated by the following data:
Company
Limited, Inc.
HJ Heinz Company
Cisco Systems
Wal-Mart Stores
Book Value
(year-end)
$8.25
$5.25
$3.92
$9.10
Market Range
(for year)
$22.34-$12.53
$43.48-$29.60
$21.84-$12.24
$63.90-$43.70
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of the information contained herein.